Third-Party Risk The competitive world of banking struggles to keep up with technological advances, particularly in a regulatory environment.
The Privacy Insider Podcast Episode 4: Don't Be Evil: In the Hot Seat of Data Privacy, Part 1
REFRESH Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
REFRESH Nonprofit Basics: Designators, Members, Directors, Officers - The Who’s Who of Nonprofit Governance
“Monsters, Inc.” y el buen gobierno corporativo
Market Leaders Podcast Episode 94: Exploring the Perils of Optics-Driven DEI Initiatives with Guest Mira Dewji
AGG Talks: Cross-Border Business Podcast - Episode 16: The Political and Legal Maze of ESG in the U.S. and Abroad
Episode 322 -- Checking in on Caremark Cases
Compliance into the Weeds: What Are Boards Doing About AI (Hint: Not Much)
Conflictos de interés en Colombia, nueva regulación
The Informed Board Podcast | CEO Succession Planning on a Clear Day
Podcast - Deberes fiduciarios de los administradores
Innovation in Compliance - Diligent 5-Part Series - Building a Stronger Culture of Compliance Through Targeted and Effective Training: Part 5 - The Role of the Board
One Month to a More Effective Compliance Program with Boards – Day 14 - Boards and Doing Business in China
One Month to a More Effective Compliance Program with Boards - Day 9 - Board Governance and Risk Oversight
One Month to a More Effective Compliance Program with Boards – Day 5 - OIG Guidance for Boards Regarding Compliance
Nonprofit Basics: Meeting Minutes Best Practices
One Month to a More Effective Compliance Program with Boards - Day 1 - Legal Requirements of the Board Regarding Compliance
Innovation in Compliance - Key Board Issues Going Forward with Christina Bresani
Compliance into the Weeds - McDonald’s and Duty of Corporate Officer Oversight
Ravindran v. Glas Trust Co. LLC, No. 463, 2023 (Del. Sept. 23, 2024) - In affirming the Court of Chancery’s determination in a Section 225 action that Timothy Pohl (“Pohl”) was the sole director and officer of a Delaware...more
In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court...more
Ten years ago, I questioned in this space whether a Delaware forum selection charter provision would survive constitutional scrutiny if it involved a de facto waiver of a jury trial...more
Companies that are serious about managing director and officer litigation risk have been adopting choice of forum provisions. Such provisions continue to permit shareholders to sue directors and officers if shareholders want...more
Judge Richard Platkin of Albany County recently handed down a stark reminder to Defendant Walid Darwish: everyone has to follow the rules of the road, even the person who writes the rules and owns all the cars. On April 26,...more
The pandemic’s impact may be subsiding, but businesses are encountering new challenges across the globe, including the potential for an economic retrenchment, rising interest rates, shifting regulatory and litigation...more
The Ninth Circuit Court of Appeals recently agreed to rehear en banc the dismissal—based on a Delaware exclusive forum selection bylaw provision—of a shareholder derivative suit asserting violations of Section 14(a) of the...more
Earlier this spring, yet another lawsuit alleging a company failed to adequately promote diversity was dismissed for a failure to properly allege demand futility. In City of Pontiac Police & Fire Ret. Sys. v. Jamison, the...more
As previously discussed in our Sept. 10, 2020, client alert, in Wong v. Restoration Robotics, Inc., Case No. 18-CIV-02609 (Cal. Super. Ct. Sept. 1, 2020), the Superior Court of California for the County of San Mateo dismissed...more
Northern District of California Validates SEC’s “Shadow Trading” Theory of Insider Trading Liability; Seventh Circuit Reverses Dismissal of Stockholder Derivative Suit Against Boeing Based on Forum-Selection Bylaw; Delaware...more
As we have discussed in prior client alerts, in the wake of the Delaware Supreme Court’s decision in Salzberg v. Sciabacucci (Salzberg), 227 A.3d 102 (Del. 2020), several California state courts have dismissed claims against...more
The Situation: A number of shareholder derivative lawsuits in federal court have been filed seeking to hold directors and officers of major companies accountable for alleged failures to uphold their companies' stated...more
The rash of shareholder derivative actions alleging violations of fiduciary duties tied to companies’ diversity measures are continuing to take a beating in the Northern District of California. We previously posted about the...more
On March 19, 2021, the United States District Court for the Northern District of California ordered the dismissal of Natalie Ocegueda v. Zuckerberg, Case No. 20-cv-04444-LB, a shareholder derivative suit purportedly on behalf...more
As Troutman Pepper recently reported, the second half of 2020 brought a new wave of board diversity derivative litigation. These shareholder suits claimed boards of directors of public companies allegedly breached their...more
A shareholder derivative action which had alleged that Facebook’s lack of diversity caused a negative effect on its stock price was rejected by a California federal magistrate judge last week. The court held that the...more
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and June 2020....more
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), the two leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more
In a decision with potentially far-reaching implications for private equity sponsors and other controlling stockholders, the Delaware Court of Chancery expanded the potential for liability for foreign-based controllers by...more
On March 15, 2019, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery declined to dismiss a derivative suit brought by minority stockholders of Pilgrim’s Pride Corporation (the “Company”) against the Company’s...more
In Drulias v. 1st Century Bancshares, Inc., No. H045049, 2018 WL 6735137 (Cal. App. Dec. 21, 2018), the California Court of Appeal, Sixth Appellate District, affirmed an order staying a stockholder lawsuit brought in the...more
Earlier this week, the Delaware Court of Chancery held in Sciabacucchi v. Salzberg, No. 2017-0931-JTL (Del. Ch. 2018), that corporate forum-selection provisions are ineffective as to claims under the federal Securities Act of...more
In July 2017, I wrote about Judge Brian C. Walsh's ruling that Delaware, not California, was the proper forum for suing the directors of a Delaware corporation based on the corporation's forum selection bylaw. California...more
Sciabacucchi v. Salzberg, C.A. No. 2017-0031-JTL (Del. Ch. Dec. 19, 2018) - Delaware law permits a Delaware corporation to include a forum-selection provision in its certificate of incorporation governing all “internal...more
The state of New Jersey recently amended its corporate laws under the New Jersey Business Corporation Act (NJBCA) in an effort to provide clarity for companies incorporated within the state. The changes closely align with...more